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Financial Statements

123 Directors' Statement 132 Independent Auditor's Report 137 Consolidated Income Statement 138 Consolidated Statement of Comprehensive Income 139 Statements of Financial Position 140 Statements of Changes in Equity 144 Consolidated Statement of Cash Flows 147 Notes to the Financial Statements

Directors' Statement

For the financial year ended 31 March 2017

The Directors present their statement to the members together with the audited financial statements of the Company ("Singtel") and its subsidiaries (the "Group") for the financial year ended 31 March 2017. In the opinion of the Directors, (a) the consolidated financial statements of the Group and the statement of financial position and statement of changes

in equity of the Company as set out on pages 137 to 227 are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2017, and the financial performance, changes in equity and cash flows of the Group and changes in equity of the Company for the financial year ended on that date; and (b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

1. DIRECTORS The Directors of the Company in office at the date of this statement are ? Simon Claude Israel (Chairman) Chua Sock Koong (Group Chief Executive Officer) Bobby Chin Yoke Choong Venkataraman Vishnampet Ganesan Christina Hon Kwee Fong (Christina Ong) Low Check Kian Peter Edward Mason AM (1) Peter Ong Boon Kwee Teo Swee Lian

Note: (1) Member of the Order of Australia

2. ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURES Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object is to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, except for performance shares granted under the Singtel Performance Share Plan 2012 (the "Singtel PSP 2012") and share options granted by Amobee Group Pte. Ltd. ("Amobee").

123

Directors' Statement

For the financial year ended 31 March 2017

3. DIRECTORS' INTERESTS IN SHARES AND DEBENTURES

The interests of the Directors holding office at the end of the financial year in the share capital of the Company and related corporations according to the register of Directors' shareholdings kept by the Company under Section 164 of the Singapore Companies Act were as follows ?

Holdings registered in the name of Director or nominee

At 31 March 2017

At 1 April 2016

Holdings in which Director is deemed to have an interest

At 31 March 2017 At 1 April 2016

The Company

Singapore Telecommunications Limited (Ordinary shares) Simon Claude Israel Chua Sock Koong Bobby Chin Yoke Choong Low Check Kian Peter Edward Mason AM Christina Ong Peter Ong Boon Kwee Teo Swee Lian

836,275 (1) 7,034,926 (3)

? 1,490 50,000 (5)

? 870 1,550

759,338 6,692,097

? 1,490

? ? 870 1,550

1,360 (2) 5,156,191 (4)

? ? ? ? 1,537 (2) ?

1,360 4,777,845

? ? ? ? 1,537 ?

(American Depositary Shares) Venkataraman Vishnampet Ganesan

3,341.45 (6)

3,341.45

?

?

Subsidiary Corporations

Amobee Group Pte. Ltd. (Options to subscribe for ordinary shares) Venkataraman Vishnampet Ganesan

750,718

750,718

?

?

Optus Finance Pty Limited (A$250,000,000 4% fixed rate notes due 2022) Simon Claude Israel

1,600,000 (7)

1,600,000

?

?

Related Corporations

Ascendas Funds Management (S) Limited (Unit holdings in Ascendas Real Estate

Investment Trust) Simon Claude Israel Chua Sock Koong

1,000,000 (8) 142,000

1,000,000 142,000

?

?

?

?

(S$300,000,000 4.75% subordinated perpetual securities issued by Ascendas Real Estate Investment Trust)

Chua Sock Koong

S$250,000

(principal amount)

S$250,000

(principal amount)

?

?

Singapore Telecommunications Limited | Annual Report 2017

124

Directors' Statement

For the financial year ended 31 March 2017

3. DIRECTORS' INTERESTS IN SHARES AND DEBENTURES (Cont'd)

Holdings registered in the name of Director or nominee

At 31 March 2017 At 1 April 2016

Holdings in which Director is deemed to have an interest

At 31 March 2017 At 1 April 2016

Mapletree Commercial Trust Management Ltd. (Unit holdings in Mapletree Commercial Trust) Simon Claude Israel Bobby Chin Yoke Choong

4,043,520 (7) 3,456,000

?

?

? 117,000 (2)

? 100,000

Mapletree Greater China Commercial Trust Management Ltd.

(Unit holdings in Mapletree Greater China Commercial Trust)

Simon Claude Israel

Chua Sock Koong

Peter Ong Boon Kwee

1,000,000 (7) 430,000 ?

1,000,000 430,000 ?

? 50,000 (2) 32,000 (2)

? 50,000 32,000

Mapletree Industrial Trust Management Ltd. (Unit holdings in Mapletree Industrial Trust) Simon Claude Israel Chua Sock Koong Bobby Chin Yoke Choong

990,160 (7) 11,000

129,600

990,160 11,000

129,600

?

?

?

?

?

?

Mapletree Logistics Trust Management Ltd. (Unit holdings in Mapletree Logistics Trust) Simon Claude Israel

1,000,000 (7) 1,000,000

?

?

Mapletree Treasury Services Limited

(S$625,500,000 4.5% perpetual capital securities)

Simon Claude Israel

S$500,000

?

(principal amount)

?

?

Olam International Limited (Warrants over shares) Low Check Kian

?

?

2,008,147 (9) 1,932,805

125

Directors' Statement

For the financial year ended 31 March 2017

3. DIRECTORS' INTERESTS IN SHARES AND DEBENTURES (Cont'd)

Holdings registered in the name of Director or nominee

At 31 March 2017

At 1 April 2016

Holdings in which Director is deemed to have an interest

At 31 March 2017 At 1 April 2016

Singapore Airlines Limited (Ordinary shares) Simon Claude Israel Chua Sock Koong Bobby Chin Yoke Choong Low Check Kian

9,000 (10) 2,000

? 77,550

9,000 2,000

? 5,600

? ? 2,000 (2) ?

? ? 2,000 ?

Singapore Technologies Engineering Limited (Ordinary shares) Christina Ong

1

1

?

?

Notes: (1) 831,864 ordinary shares held in the name of Citibank Nominees Singapore Pte Ltd and 4,411 ordinary shares held in the name of DBS Nominees

(Private) Limited. (2) Held by Director's spouse. (3) 688,750 ordinary shares held in the name of DBS Nominees (Private) Limited. (4) Ms Chua Sock Koong's deemed interest of 5,156,191 shares included:

(a) 28,137 ordinary shares held by Ms Chua's spouse; and (b) An aggregate of up to 5,128,054 ordinary shares in Singtel awarded to Ms Chua pursuant to the Singtel PSP 2012, subject to certain performance

criteria being met and other terms and conditions. Depending on the extent of the satisfaction of the relevant minimum performance criteria, up to an aggregate of 7,601,822 ordinary shares may be released pursuant to the conditional awards granted. According to the Register of Directors' Shareholdings, Ms Chua had a deemed interest in 10,836,742 shares held by DBS Trustee Limited, the trustee of a trust established for the purposes of the Singtel Performance Share Plan and the Singtel PSP 2012 for the benefit of eligible employees of the Group, as at 19 November 2012, being the date on which the Securities and Futures (Disclosure of Interests) Regulations 2012 (the "SFA (DOI) Regulations") came into operation. Under regulation 6 of the SFA (DOI) Regulations, Ms Chua is exempted from reporting interests, and changes in interests, in shares held by the trust, with effect from 19 November 2012. (5) Held by Burgoyne Investments Pty Ltd as trustee for Burgoyne Superannuation Fund. Both Mr Peter Edward Mason AM and spouse are directors of Burgoyne Investments Pty Ltd and beneficiaries of Burgoyne Superannuation Fund. (6) 1 American Depositary Share represents 10 ordinary shares in Singtel. (7) Held in the name of Citibank Nominees Singapore Pte Ltd. (8) 100,000 units held jointly by Mr Israel and his spouse, and 900,000 units held in the name of Citibank Nominees Singapore Pte Ltd. (9) Held by Cluny Capital Limited. Mr Low Check Kian is the sole shareholder of Cluny Capital Limited. (10) 6,200 ordinary shares held in the name of Citibank Nominees Singapore Pte Ltd and 2,800 ordinary shares held in the name of DBS Nominees (Private) Limited.

According to the register of Directors' shareholdings, there were no changes to any of the above-mentioned interests between the end of the financial year and 21 April 2017.

4. PERFORMANCE SHARES

The Executive Resource and Compensation Committee ("ERCC") is responsible for administering the Singtel PSP 2012. At the date of this statement, the members of the ERCC are Peter Edward Mason AM (Chairman of the ERCC), Simon Claude Israel and Teo Swee Lian.

At the Extraordinary General Meeting held on 27 July 2012, the shareholders approved the adoption of the Singtel PSP 2012. The duration of the Singtel PSP 2012 is 10 years commencing 27 July 2012. This plan gives the flexibility to either allot and issue and deliver new Singtel shares or purchase and deliver existing Singtel shares upon the vesting of awards.

Singapore Telecommunications Limited | Annual Report 2017

126

Directors' Statement

For the financial year ended 31 March 2017

4. PERFORMANCE SHARES (Cont'd)

The participants of the Singtel PSP 2012 will receive fully paid Singtel shares free of charge, the equivalent in cash, or combinations thereof, provided that certain prescribed performance targets are met within a prescribed performance period. The performance period for the awards granted is three years, except for Restricted Share Awards which have a performance period of two years. The number of Singtel shares that will vest for each participant or category of participants will be determined at the end of the performance period based on the level of attainment of the performance targets.

Awards comprising an aggregate of 57.6 million shares have been granted under the Singtel PSP 2012 from its commencement to 31 March 2017.

Performance share awards granted, vested and cancelled during the financial year, and share awards outstanding at the end of the financial year, were as follows ?

Date of grant

Balance as at

1 April 2016 ('000)

Share awards granted

('000)

Additional share awards from targets

exceeded ('000)

Share awards vested

('000)

Share awards cancelled

('000)

Balance as at

31 March 2017 ('000)

Share award for Chairman

(Simon Claude Israel)

25.08.16

?

77

?

(77)

?

?

Performance shares

(Restricted Share Awards)

For Group Chief Executive Officer

(Chua Sock Koong)

21.06.13

64

?

23.06.14

102

?

17.06.15

84

?

20.06.16

?

201

250

201

?

(64)

30

(66)

?

?

?

?

30

(130)

?

?

?

66

?

84

?

201

?

351

For other staff 21.06.13 30.09.13 23.06.14 17.09.14 23.12.14 17.06.15 28.09.15 05.01.16 20.06.16 20.03.17

2,418 8

4,412 10 4

3,909 23 7 ? ?

10,791

? ? ? ? ? ? ? ? 5,340 87 5,427

? ? 1,298 4 ? 2 ? ? ? ? 1,304

(2,377) (5)

(2,855) (7) (2)

(54) ? ? (8) ?

(5,308)

(41) (3)

(214) ? ?

(262) ? ?

(214) ?

(734)

? ? 2,641 7 2 3,595 23 7 5,118 87 11,480

Sub-total

11,041

5,628

1,334

(5,438)

(734)

11,831

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Directors' Statement

For the financial year ended 31 March 2017

4. PERFORMANCE SHARES (Cont'd)

Date of grant

Balance as at

1 April 2016 ('000)

Performance shares

(Performance Share Awards)

For Group Chief Executive Officer

(Chua Sock Koong)

21.06.13

1,418

23.06.14

1,423

17.06.15

1,659

20.06.16

?

4,500

For other staff 21.06.13 30.09.13 23.06.14 17.09.14 23.12.14 17.06.15 28.09.15 05.01.16 20.06.16 20.03.17

6,895 15

6,746 15 6

7,562 125 32 ? ?

21,396

Sub-total

25,896

Total

36,937

Share awards granted

('000)

Additional share awards from targets

exceeded ('000)

? ? ? 1,695 1,695

? ? ? ? ? ? ? ? 7,438 91 7,529

9,224

14,929

? ? ? ? ?

? ? ? ? ? ? ? ? ? ? ?

?

1,334

Share awards vested

('000)

Share awards cancelled

('000)

Balance as at

31 March 2017 ('000)

(213) ? ? ?

(213)

(1,205) ? ? ?

(1,205)

? 1,423 1,659 1,695 4,777

(1,002) (2) ? ? ? ? ? ? ? ?

(1,004)

(1,217)

(6,732)

(5,893) (13)

(222) ? ?

(245) ? ?

(65) ?

(6,438)

(7,643)

(8,377)

? ? 6,524 15 6 7,317 125 32 7,373 91 21,483

26,260

38,091

During the financial year, awards in respect of an aggregate of 6.7 million shares granted under the Singtel PSP 2012 were vested. The awards were satisfied in part by the delivery of existing shares purchased from the market and in part by the payment of cash in lieu of delivery of shares, as permitted under the Singtel PSP 2012.

As at 31 March 2017, no participant has received shares pursuant to the vesting of awards granted under the Singtel PSP 2012 which, in aggregate, represents five per cent or more of the aggregate of ?

(i) the total number of new shares available under the Singtel PSP 2012; and

(ii) the total number of existing shares purchased for delivery of awards released under the Singtel PSP 2012.

Singapore Telecommunications Limited | Annual Report 2017

128

Directors' Statement

For the financial year ended 31 March 2017

5. SHARE OPTION PLANS

During the financial year, there were:

(a) no options granted by the Company to any person to take up unissued shares of the Company; and

(b) no shares issued by virtue of any exercise of options to take up unissued shares of the Company.

There were no unissued shares of the Company under option at the end of the financial year.

The particulars of the share option plans of subsidiary corporations of the Company are as follows:

Amobee Group Pte. Ltd.

In April 2015, Amobee, a wholly-owned subsidiary corporation of the Company, implemented the 2015 Long-Term Incentive Plan ("Amobee LTI Plan"). Under the terms of Amobee LTI Plan, options to purchase ordinary shares of Amobee may be granted to employees (including executive directors) and non-executive directors of Amobee and/or any of its subsidiaries.

Options are exercisable at a price no less than 100% of the fair value of the ordinary shares of Amobee on the date of grant.

From the commencement of the Amobee LTI Plan to 31 March 2017, options in respect of an aggregate of 68.2 million of ordinary shares in Amobee have been granted to the employees and non-executive directors of Amobee and/or its subsidiaries. As at 31 March 2017, options in respect of an aggregate of 36.6 million of ordinary shares in Amobee are outstanding.

The grant dates and exercise prices of the share options were as follows ?

Date of grant

Exercise price

For employees 13 April 2015/ 14 October 2015 20 January 2016/ 10 May 2016/ 23 June 2016/ 24 August 2016/ 25 January 2017

US$0.54 - US$0.79 US$0.54

For non-executive directors 14 October 2015

US$0.54

The options granted to employees and non-executive directors expire 10 years and 5 years from the date of grant respectively.

No ordinary shares of Amobee were issued during the financial year pursuant to the exercise of options granted under the Amobee LTI Plan. The persons to whom the options have been granted do not have the right to participate, by virtue of the options, in any share issue of any other company.

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